**Exhibit      99.1**

HANOVER    FOODS CORPORATIONAMENDED  AND RESTATED AUDIT COMMITTEE CHARTERAdopted  August 25, 2004 

**Purpose**

There shall      be a committee of the board of directors (the “Board”) to be      known as the audit committee of Hanover Foods Corporation (the “Company”).      The audit committee’s purpose is to: 

(A)     oversee      the accounting and financial reporting processes of the Company and the      audits of the financial statements of the Company; and 

(B)     prepare      an audit committee report as required by the rules of the Securities and      Exchange Commission (“SEC”).

**Composition**

The Audit      Committee shall have at least two (2) members, each of whom must meet the      following conditions: (i) be independent as defined under Rule 4200(a)(15)      of The Nasdaq Stock Market, Inc. (except as set forth in Rule 4350 (d)(2)(B));      (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under      the Securities Exchange Act of 1934, as amended (the “Exchange Act”),      (subject to the exemptions provided in Rule 10A-3(c)); (iii) not have participated      in the preparation of the financial statements of the Company or any current      subsidiary of the Company at any time during the past three years; and      (iv) be able to read and understand fundamental financial statements, including      a Company’s balance sheet, income statement, and cash flow statement.      Additionally, the Company must have at least one member of the audit committee      who has past employment experience in finance or accounting, requisite      professional certification in accounting, or any other comparable experience      or background which results in the individual’s financial sophistication,      including being or having been a chief executive officer, chief financial      officer or other senior officer with financial oversight responsibilities.

The Board      shall elect or appoint a chairperson of the audit committee; the chairperson      will have authority to act on behalf of the audit committee between meetings.

The audit      committee shall meet at least four times per year on a quarterly basis,      or more frequently as circumstances require. One or more meetings may be      conducted in whole or in part by telephone conference call or similar means      if it is impracticable to obtain the personal presence of each audit committee      member. The Company shall make available to the audit committee, at its      meetings and otherwise, such individuals and entities as may be designated      from time to time by the audit committee, such as members of management      including (but not limited to) the internal audit and accounting staff,      the independent auditors, inside and outside counsel, and other individuals      or entities (whether or not employed by the Company and including any corporate      governance employees and individuals or entities performing internal audit      services as independent contractors). 

The audit      committee shall keep written minutes of its meetings, which minutes shall      be maintained with the books and records of the Company.

A member of      the audit committee shall promptly notify the audit committee and the Board      if the member is no longer an independent director and such member shall      be removed from the audit committee unless the Board determines that an      exception to the independent director requirement is available under the      applicable NASDAQ rules with respect to such member’s continued membership      and that an exception should be made.

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**Duties      and Responsibilities**

The duties      and responsibilities of the audit committee shall be as follows:

|   | • | be directly        responsible for the appointment, compensation, retention and oversight        of the work of any registered public accounting firm engaged (including        resolution of disagreements between management and the auditor regarding        financial reporting) for the purpose of preparing or issuing an audit        report or performing other audit, review or attest services for the Company,        and each such registered public accounting firm must report directly        to the audit committee;                                                                                 |
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|   | • | establish        procedures for (i) the receipt, retention and treatment of complaints        received by the Company regarding accounting, internal accounting controls        or auditing matters, and (ii) the confidential, anonymous submissions        by Company employees of concerns regarding questionable accounting or        auditing matters;                                                                                                                                                                                                                                                          |
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|   | • | have the        authority to engage independent counsel and other advisers, as it determines        necessary to carry out its duties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | • | receive        appropriate funding from the Company, as determined by the audit committee        in its capacity as a committee of the Board, for payment of: (i) compensation        to any registered public accounting firm engaged for the purpose of preparing        or issuing an audit report or performing other audit, review or attest        services for the Company; (ii) compensation to any advisers employed        by the audit committee; and (iii) ordinary administrative expenses of        the audit committee that are necessary or appropriate in carrying out        its duties;****  |
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|   | • | ensure        its receipt from the outside auditors of a formal written statement delineating        all relationships between the auditor and the Company, consistent with        Independence Standards Board Standard 1, and actively engage in a dialogue        with the auditor with respect to any disclosed relationships or services        that may impact the objectivity and independence of the auditor and for        taking, or recommending that the full Board take, appropriate action        to oversee the independence of the outside auditor;                                                  |
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|   | • | report        to the Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | • | comply        with all preapproval requirements of Section 10A(i) of the Exchange Act        and all SEC rules relating to the administration by the audit committee        of the auditor engagement to the extent necessary to maintain the independence        of the auditor as set forth in 17 C.F.R. § 210.2-01(c)(7);                                                                                                                                                                                                                                                                                    |
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|   | • | make such        other recommendations to the Board on such matters, within the scope        of its function, as may come to its attention and which in its discretion        warrant consideration by the Board; and                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | • | act as        a qualified legal compliance committee as defined in 17 C.F.R. § 205.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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**Delegation**

Any duties      and responsibilities of the audit committee, including, but not limited      to, the authority to preapprove all audit and permitted non-audit services      of the auditor, may be delegated to one or more members of the audit committee      or a subcommittee of the audit committee. The decisions of any member to      whom authority is delegated to preapprove an audit or permitted non-audit      service of the auditor shall be presented to the full audit committee at      each of its scheduled meetings. 

**Limitations**

The audit      committee is responsible for the duties and responsibilities set forth      in this charter, but its role is oversight and therefore it is not responsible      for either the preparation of the Company’s financial statements or      the auditing of the Company’s financial statements. The members of      the audit committee are not employees of the Company and may not be accountants      or auditors by profession or experts in accounting or auditing. Management      has the responsibility for preparing the financial statements and implementing      internal controls and the independent auditors have the responsibility      for auditing the financial statements and monitoring the effectiveness      of the internal controls, subject, in each case, to the oversight of the      audit committee described in this charter. The review of the financial      statements by the audit committee is not of the same character or quality      as the audit performed by the independent auditors. The oversight exercised      by the audit committee is not a guarantee that the financial statements      will be free from mistake or fraud. In carrying out its responsibilities,      the audit committee believes its policies and procedures should remain      flexible in order to best react to a changing environment. 

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